Proposed Acquisition of First Pacific Davies Ltd
Savills PLC
6 March 2000
Savills plc
Proposed acquisition of First Pacific Davies Limited
Summary
Savills and First Pacific Company announce that they have
reached agreement on the terms upon which Savills is to acquire
First Pacific Davies, a subsidiary of First Pacific Company.
Hong Kong based First Pacific Davies, which trades under
the brand name of 'FPDSavills', is a leading property services
company in Asia-Pacific and Australia, specialising in agency,
consultancy, property and facility management services.
Savills and First Pacific Davies have had a close
relationship since 1997, when a joint international network and
common branding were established and First Pacific Company
subscribed for 20 per cent. of Savills' share capital.
The consideration payable by Savills for First Pacific
Davies will comprise HK$225 million (£18.3 million) in cash and
7.8 million new Savills shares, which values First Pacific
Davies at approximately HK$429 million (£34.9 million).
As a result of the Transaction, First Pacific Company,
which currently owns approximately 19.8 per cent. of Savills'
share capital, will increase its holding to approximately 29.9
per cent.. First Pacific Company's representation on the Board
of Savills will increase from two to three Non-Executive Board
members. In addition, David Wong, the Chief Executive Officer
of First Pacific Davies, will join the Board of Savills as an
Executive Director.
First Pacific Davies is a diversified property services
group with operations in Hong Kong, the People's Republic of
China, Australia, Singapore, the Philippines, Thailand and
Indonesia. The combination of Savills and First Pacific Davies
will create a major international business with 74 offices in
14 countries.
In recent years, Savills has continued to develop and
expand its international presence outside its traditional UK
market across the full range of property and facility
management services, in order to meet the increasingly
international requirements of its clients. The Directors
consider that the acquisition of First Pacific Davies will
represent a major step towards achieving a significant
international presence and are confident that it will create
considerable further growth opportunities for the Enlarged
Group.
The Directors believe that, following the Transaction, the
Enlarged Group will be in a strong position to take advantage
of further strategic alliance opportunities, both in the US and
elsewhere in the world.
In the year ended 31 December 1999, First Pacific Davies
generated pre-tax profits from continuing operations (before
exceptional items and amortisation of goodwill) of HK$33.6
million (£2.7 million) on turnover of HK$1,001 million (£81.3
million). Net tangible assets (after deducting minority
interests) at that date totalled HK$105 million (£8.5 million).
The Directors consider that First Pacific Davies is well
positioned to take advantage of the economic recovery forecast
for the key regional markets in which it operates.
The Transaction is conditional upon approval by Savills
shareholders at an extraordinary general meeting. The notice
for the meeting and supporting documentation will be posted to
Savills shareholders shortly.
Savills has been advised by Dresdner Kleinwort Benson.
Hoare Govett Limited are stockbrokers to Savills. First
Pacific Company has been advised by ING Barings Limited.
Richard Jewson, Chairman of Savills, commented:
'In recent years, Savills has made excellent ground in growing
its core UK business, and has expanded its activities into
other key areas of the property services market. During this
time, the company has sought to develop its international
presence, which has included the acquisition of businesses in
Europe and the establishment of our strategic link with First
Pacific Davies in 1997.
The acquisition of First Pacific Davies is a major step in the
strategic development of Savills as an international property
services group. The Board is confident that First Pacific
Davies is well placed to take advantage of the forecast
recovery in the property markets in Asia and that the Enlarged
Group will benefit from increased international coverage.'
David S. Davies, OBE, Executive Director of First Pacific
Company, Chairman of First Pacific Davies and a Non-Executive
Director of Savills, commented:
'The alliance between First Pacific Davies and Savills has
proved extremely successful as both possess similar and
complementary core strengths and attributes. As such, ensuring
the consolidation of these two leading property consultants is
the next logical step in order to best position them to respond
to the internationalisation of the property services market.'
This summary should be read in conjunction with the full text
of the attached press release.
Enquiries:
Savills 020 7409 9923
Aubrey Adams
Dresdner Kleinwort Benson 020 7623 8000
Henry Somerset
Hoare Govett Limited 020 7678 8000
Ranald McGregor-Smith
Buchanan Communications 020 7466 5000
Andy Yeo
First Pacific Company 00 852 2842 4301
Rebecca Brown
ING Barings 020 7767 1000
Nick Butt
Jan Sanders
Kleinwort Benson Limited ('Dresdner Kleinwort Benson'), which
is regulated in the UK by the Securities and Futures Authority
Limited, is acting exclusively for Savills in connection with
the Transaction and no-one else and will not be responsible to
anyone other than Savills for providing the protections
afforded to customers of Dresdner Kleinwort Benson or for
giving advice in relation to the Transaction.
ING Barings Limited, which is regulated in the United Kingdom
by The Securities and Futures Authority Limited, is acting
exclusively for First Pacific Company and no one else in
connection with the Transaction and will not be responsible to
anyone other than First Pacific Company for providing the
protections afforded to customers of ING Barings Limited or for
giving advice in relation to the Transaction.
Savills plc
Proposed acquisition of First Pacific Davies Limited
1. Introduction
The Boards of Savills plc ('Savills' or the 'Company') and
First Pacific Company Limited ('First Pacific Company')
announce that they have reached agreement on the terms upon
which Savills is to acquire First Pacific Davies Limited
('First Pacific Davies'), a wholly-owned subsidiary of First
Pacific Company ('the Transaction').
Hong Kong based First Pacific Davies, which trades under the
brand name of 'FPDSavills', is a leading property services
company in Asia-Pacific and Australia, specialising in agency,
consultancy, property and facility management services.
The consideration payable by Savills for First Pacific Davies
will comprise HK$225 million (£18.3 million) in cash and 7.8
million new Savills shares which, based on the middle market
price of 212.5p at the close of business in London on 3 March
2000, values First Pacific Davies at approximately HK$429
million (£34.9 million). The cash element of the consideration
will be financed from Savills' existing facilities.
As a result of the Transaction, First Pacific Company, which
currently owns approximately 19.8 per cent. of Savills'
ordinary share capital, will increase its holding to
approximately 29.9 per cent.. First Pacific Company's
representation on the Board of Savills will increase from two
to three Non-Executive Board members. In addition, David W.
Wong, who is currently the Chief Executive Officer of First
Pacific Davies, will join the Board of Savills as an Executive
Director.
The Transaction, due to its size and the nature of Savills'
current relationship with First Pacific Company, is conditional
upon the approval of the ordinary shareholders of Savills
(excluding First Pacific Company) at an extraordinary general
meeting.
Savills has been advised by Dresdner Kleinwort Benson. Hoare
Govett Limited are stockbrokers to Savills. First Pacific
Company has been advised by ING Barings Limited.
2. Background to and reasons for the transaction
The formal relationship between Savills and First Pacific
Davies started in 1997, when a joint international network and
common branding were established and First Pacific Company, the
indirect holding company of First Pacific Davies, subscribed
£17 million for a 20 per cent. shareholding in Savills.
The acquisition of First Pacific Davies will represent a
significant step towards furthering Savills' strategy of
developing its international presence outside its traditional
UK market, which the Directors consider to be beneficial in
order to accommodate the increasingly international
requirements of its clients. In particular, the Directors
recognise the increasing importance of ownership of an
international network to develop the Company's business. A key
factor in achieving this international presence will be the
sole ownership by Savills of the 'FPDSavills' brand worldwide.
First Pacific Davies provides extensive coverage throughout
Asia-Pacific and Australia through its network of 19 offices in
Hong Kong, the Peoples Republic of China (the 'PRC'),
Australia, Singapore, the Philippines, Thailand and Indonesia.
The combination of Savills and First Pacific Davies will create
a significant international business with 74 offices in 14
countries.
The acquisition will increase the proportion of Savills' income
derived from facility and property management services. The
Directors believe that the expanded and diversified services
and client base of Savills, as enlarged by the Transaction (the
'Enlarged Group'), will provide a higher quality and
consistency of earnings. In addition, the wider geographical
spread of income will reduce the exposure of the Enlarged Group
to any particular region.
During the recent economic turbulence in Asia, First Pacific
Davies has maintained a leading position in the property
services market. The Directors believe that the business is
well placed to take advantage of the economic recovery forecast
for the region and that there are opportunities to expand the
business further throughout Asia-Pacific and Australia.
In summary, the Directors believe that the acquisition will
strengthen Savills' position as a significant participant in
the international property services industry. They also
believe that the Enlarged Group will be in a strong position to
take advantage of further strategic alliance opportunities,
both in the US and elsewhere in the world.
3. Business of First Pacific Davies
Hong Kong based First Pacific Davies, which trades under the
brand name of 'FPDSavills', is a leading property services
company in Asia-Pacific and Australia, specialising in agency,
consultancy, property and facility management services. During
the past 17 years, First Pacific Davies has developed into a
diversified property services group.
The business of First Pacific Davies comprises the following
principal activities:
Agency and Consultancy Services
This area of the business primarily provides agency,
consultancy and related services in the residential,
commercial, retail and industrial sectors, complemented by
sector research and valuation services. The principal office
is located in Hong Kong, with additional offices in the PRC,
Australia, Singapore, the Philippines, Thailand and Indonesia.
In each of these markets, the agency and consultancy teams
focus on the prime sectors of the property market.
In addition, First Pacific Davies owns 65 per cent. of
Construction Management International Limited, which provides
tailor-made project, construction management and consultancy
services, targeting the specific needs and demands of
individual large-scale projects throughout Asia.
Property and Facility Management Services
This area of the business provides property and facility
management, planning and consultancy services primarily through
its two main subsidiaries, FPD Property Management and FPD
Guardian. In addition, First Pacific Davies has well-
established property management businesses in the PRC,
Australia, the Philippines, Thailand and Indonesia, which are
given additional support by management in Hong Kong.
FPD Property Management
This business provides property and facility management
services to the prime property market in Hong Kong. Clients
include the Hong Kong government, major corporations and
private property owners.
Typical property management contracts do not have expiry
dates and are on automatic renewal terms with notice periods
varying between one and three months. The Directors are
confident that the good relationships that have been
developed by the property management teams will enable the
business to retain existing clients and develop new
relationships in the future.
As a consequence of the economic downturn in Asia during the
last few years, fees for most property management contracts
have been maintained, with new contracts being more
aggressively priced due to increased competitive pressures.
The recurrent nature of First Pacific Davies' earnings
enabled the business to sustain revenue levels during this
period. Furthermore, the Directors believe that this
business has maintained its good reputation over recent years
and is therefore well placed to take advantage of cross-
business referrals and the return of confidence in the
property markets.
FPD Guardian
This business provides extensive facility management
services, primarily in Hong Kong, comprising:
- property and facility management services to the sizeable
low-cost housing sector
- public and private car park management services
- security services
- facilities to operate major road tunnels on behalf of the
Hong Kong government
- a comprehensive range of other property services,
including landscape gardening and cleaning
The property and facility management portfolio of FPD
Guardian is divided between the private and public sector.
Recently, the Hong Kong government initiated a process of
outsourcing the estate management needs of its public housing
programme. The Directors believe that this will provide good
prospects for growth within this sector.
The Directors consider the key strengths of this business area
to be its well-established local market position (with the core
property management arm founded over 20 years ago) and the
diversity of its customer base, developed through its expansion
into other property related services. In addition, the
Directors expect the business to benefit from closer links
between FPD Property Management and FPD Guardian.
Operations outside Hong Kong
The key international operations outside Hong Kong are
described below:
Australia
This represents the most significant business within the non-
Hong Kong operations of First Pacific Davies, and has been
enhanced by the acquisition of Byvan Pty Limited in 1999, a
company primarily engaged in the property management of
shopping centres on the east coast of Australia. The
Directors expect this operation to provide an additional
source of recurrent earnings and opportunities for further
growth in the property and facility management sector in
Australia.
People's Republic of China
First Pacific Davies has operations in the three major cities
of Beijing, Shanghai and Guangzhou, which are of significant
strategic importance. Although currently loss making, the
Directors expect them to generate opportunities for growth in
the future.
Philippines
Since its creation in 1988, this operation has provided
integrated property services. It is currently providing
property services to the Fort Bonifacio Global City project
in Metro Manila, a highly prestigious 150 hectare property
development project.
Singapore
Established in 1996, the operation in Singapore provides
commercial and residential agency, investment sales and
valuation services. The Directors regard Singapore as an
important geographical base in Asia, which presents
opportunities to expand the presence of First Pacific Davies
in this area.
Thailand and Indonesia
The operations in these countries provide property agency and
management services. The Directors consider the presence of
First Pacific Davies in these markets as beneficial to
maintain the profile of the operations in the region and to
take advantage of the recovery in the local economies.
4. Financial information on First Pacific Davies
In the three years ended 31 December 1999, First Pacific Davies
generated turnover from continuing operations and pre-tax
profits from continuing operations (before exceptional items
and amortisation of goodwill) as follows:
Year ended 31 December
HK$ million 1997 1998 1999
Turnover 1,038.6 841.2 1,000.6
Pre-tax profits/(losses) 26.4 (26.3) 33.6
Net tangible assets (after deducting minority interests) at 31
December 1999 were HK$104.7 million.
Turnover from continuing operations for the three years ended
31 December 1999 was split by geographical market by
destination and by activity as follows:
Year ended 31 December
HK$ million 1997 1998 1999
Turnover by geographical
market by destination
Hong Kong 874.8 712.3 752.3
Australia 74.6 57.2 160.3
China (excluding Hong Kong) 47.6 47.4 38.2
Rest of World 41.6 24.3 49.8
1,038.6 841.2 1,000.6
Turnover by activity
Agency and consultancy 456.5 230.6 272.5
services
Property and facility 582.1 610.6 728.1
management services
1,038.6 841.2 1,000.6
Asia suffered a severe economic downturn starting in 1997,
which had a serious negative effect on many industries,
including the property industry. As a result, First Pacific
Davies experienced market uncertainties and difficult trading
conditions, which impacted both of the business areas described
above, with agency and consultancy services particularly
affected.
In response to the challenging economic situation, First
Pacific Davies initiated an ongoing rationalisation programme.
This included the rationalisation of personnel, the scaling-
back of international operations and the implementation of
strict cost controls on property and facility management
contracts.
The Directors believe that the result of this programme has
been to ensure that First Pacific Davies is well placed to take
advantage of the forecast recovery in Asia.
5. Management
David W. Wong, who is currently Chief Executive Officer of
First Pacific Davies, will remain in this role and will be
appointed to the Board of Savills as an Executive Director on
completion of the Transaction.
Michael J.A. Healy, Chief Operating Officer and Finance
Director of First Pacific Company, and David G. Eastlake, an
Executive Director of First Pacific Company, will become Non-
Executive Directors of Savills. David S. Davies, OBE, who is
an Executive Director of First Pacific Company and Chairman of
First Pacific Davies, will maintain his position as a Non-
Executive Director of Savills. Godfrey A. Blott will step down
as a Non-Executive Director of Savills on completion of the
Transaction.
First Pacific Davies has a strong management team in place. It
is intended that key staff from Savills will assist in the
integration and development of the business.
6. Current trading and prospects
Savills' interim results for the six months to 30 October 1999,
issued on 11 January 2000, showed a strong performance across
all divisions, with full advantage being taken of very firm
residential and commercial markets. At that time, the
Directors expected the demand for Savills' services to remain
strong.
Savills continues to perform in line with those expectations,
with demand still strong, especially in prime residential
agency markets, where Savills has completed a number of high
profile instructions this year. The Company continues to
develop its financial services business, including Savills
Private Finance.
The Directors believe that First Pacific Davies is well placed
to take advantage of the forecast recovery in Asia, which they
believe will particularly benefit the agency and consultancy
business.
The Directors consider that the combination of Savills and
First Pacific Davies will provide further opportunities for
growth and are confident in the outlook and prospects for the
Enlarged Group.
7. Change in accounting reference date
It is proposed that, following completion of the Transaction
and the announcement of the final results of the Enlarged Group
for the year ended 30 April 2000, the next accounts for the
Enlarged Group will be drawn up for the eight month period
ending 31 December 2000. This change in financial year will
align the Company's reporting cycle with those of First Pacific
Davies and leading property services companies in both the US
and Europe.
8. Recommendation
The Directors of Savills, excluding David Davies, Godfrey Blott
and Victoria Mitchell who are directors of First Pacific Davies
and/or First Pacific Company, (the 'Independent Directors'),
who have been so advised by the Company's financial advisor,
Dresdner Kleinwort Benson, consider the terms of the
Transaction to be fair and reasonable. In providing advice to
the Independent Directors, Dresdner Kleinwort Benson has taken
into account the Independent Directors' commercial assessments.
Accordingly, the Independent Directors believe that the
Transaction is in the best interests of Savills shareholders as
a whole and will unanimously recommend that Savills
shareholders vote in favour of the Transaction at the
extraordinary general meeting.
9. General
A circular to shareholders and listing particulars, which will
contain further details of the Transaction and the notice
convening the extraordinary general meeting, will be posted to
Savills shareholders shortly.
An exchange rate of HK$12.31 : £1, the spot rate ruling at the
close of business in London on 3 March 2000, has been used
throughout this announcement.
This announcement is also available on the Company's website at
www.fpdsavills.co.u
Enquiries:
Savills 020 7409 9923
Aubrey Adams
Dresdner Kleinwort Benson 020 7623 8000
Henry Somerset
Hoare Govett Limited 020 7678 8000
Ranald McGregor-Smith
Buchanan Communications 020 7466 5000
Andy Yeo
First Pacific Company 00 852 2842 4301
Rebecca Brown
ING Barings 020 7767 1000
Nick Butt
Jan Sanders
Kleinwort Benson Limited ('Dresdner Kleinwort Benson'),
which is regulated in the UK by the Securities and
Futures Authority Limited, is acting exclusively for
Savills in connection with the Transaction and no-one
else and will not be responsible to anyone other than
Savills for providing the protections afforded to
customers of Dresdner Kleinwort Benson or for giving
advice in relation to the Transaction.
ING Barings Limited, which is regulated in the United
Kingdom by The Securities and Futures Authority Limited,
is acting exclusively for First Pacific Company and no
one else in connection with the Transaction and will not
be responsible to anyone other than First Pacific Company
for providing the protections afforded to customers of
ING Barings Limited or for giving advice in relation to
the Transaction.
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